Form 8-K
8-K — FreeCast, Inc.
Accession: 0001213900-26-046296
Filed: 2026-04-22
Period: 2026-04-20
CIK: 0001633369
SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — ea0287270-8k_freecast.htm (Primary)
EX-4.1 — RENEWAL REVOLVING CONVERTIBLE PROMISSORY NOTE MADE BY FREECAST, INC. IN FAVOR OF NEXTELLIGENCE, INC., DATED APRIL 20, 2026 (ea028727001ex4-1.htm)
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8-K — CURRENT REPORT
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 20, 2026
FreeCast, Inc.
(Exact
name of registrant as specified in its charter)
Florida
001-43122
45-2787251
(State
or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S.
Employer
Identification No.)
6901 TPC Drive, Suite 100, Orlando, Florida
32822
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (407) 374-1607
n/a
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
symbol
Name
of each exchange on which registered
Class A Common Stock, par value $0.0001
CAST
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The disclosures set forth in Item 2.03 is incorporated
by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 20, 2025, (the “Effective
Date”) FreeCast, Inc., a Florida corporation (the “Company,” “we,” “us”
or “our”) entered into a Renewal Revolving Convertible Promissory Note, dated April 20, 2026, with Nextelligence, Inc.
(“Nextelligence”) in the principal amount not to exceed $5 million (the “Note”). Nextelligence is
controlled by William A. Mobley, Jr., our Chief Executive Officer, Chairman of our board of directors (the “Board”)
and holder of the majority voting power of the Company. The Note renews and modifies that certain Revolving Convertible Promissory Note
between us and Nextelligence dated November 21, 2025 in the principal amount of up to $5,000,000 (the “Former Note”)
by extending the maturity date and changing the payment terms with regards to the conversion price of the Former Note only. By renewing
the Former Note, the Note superseded in its entirety, and was substituted for and in lieu of, the Former Note, and the Former Note was
cancelled.
Under the terms of the Note,
in lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest (“Debt”)
is convertible into shares of our Class A common stock, par value $0.0001 per share, (“Shares”) at a conversion price
equal to the closing price of a Share on the Nasdaq Global Market on the most recent trading day prior to the date Nextelligence delivers
written notice of its election to convert, in whole or in part, the principal amount of the Note and accrued and unpaid interest due thereon.
The aggregate outstanding
principal balance of all loans under the Former Note as of the Effective Date was $5,114,052. In approving the Note, the independent members
of the Board approved Nextelligence’s conversion of the $114,052 in outstanding principal above the stated principal amount limit
under the Former Note (the “Overage Amount”) at a conversion price of $4.00, the closing price of a Share on the date
of the board’s approval, April 13, 2026 (the “Conversion Price”).
In connection with our execution
of the Note, Nextelligence delivered written notice to us on the Effective Date of its election to convert: (i) $1,600,000 in outstanding
principal into 455,841 Shares, based on a conversion price of $3.51, the closing price of a Share on April 17, 2026; and (ii) the Overage
Amount into 28,513 Shares based on the Conversion Price. As of April 21, 2026, the aggregate outstanding principal balance of all loans
under the Note is $3,400,000.
All loans made under the Note
accrue interest at a fixed rate per annum equal to 12.0%. The outstanding principal and accrued and unpaid interest under the Note are
due and payable no later than June 30, 2027. We have the right to prepay the Note, in whole or in part, at any time; provided, however,
we must provide Nextelligence five days prior written notice of our intention to make such prepayment.
If we: (i) fail to comply
with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to Nextelligence when due
in accordance with the Note; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Nextelligence, the unpaid
principal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full
bear interest at a rate per annum equal to 18.0%.
In case of a stock split,
a stock combination, or a reverse stock split of the Shares, the number of Shares into which any Debt may be converted and the conversion
price shall be proportionately adjusted.
The full text of the Note
is attached as Exhibit 4.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in
its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with our execution
of the Note, Nextelligence elected to convert an aggregate of $1,714,052 of outstanding principal into a total of 484,354 Shares, at conversion
prices of $3.51 with regards to 455,841 Shares and $4.00 with regards to 28,513 Shares. The offer, sale and issuance of the Note and the
Shares were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) and Section 3(a)(9) of the Securities
Act of 1933, as amended, as transactions by an issuer not involving a public offering. Nextelligence took the Note and the Shares for
investment purposes only and not with a view to or for sale in connection with any distribution thereof. Appropriate restrictive legends
were affixed to the Note and the Shares. Nextelligence is an accredited investor within the meaning of Rule 501 of Regulation D under
the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
Description
4.1
Renewal Revolving Convertible Promissory Note made by FreeCast, Inc. in favor of Nextelligence, Inc., dated April 20, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
1
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: April
22, 2026
FreeCast,
Inc.
By:
/s/
William A. Mobley, Jr.
William A. Mobley, Jr.
Chief Executive Officer
2
EX-4.1 — RENEWAL REVOLVING CONVERTIBLE PROMISSORY NOTE MADE BY FREECAST, INC. IN FAVOR OF NEXTELLIGENCE, INC., DATED APRIL 20, 2026
EX-4.1
Filename: ea028727001ex4-1.htm · Sequence: 2
Exhibit 4.1
THE SECURITIES REPRESENTED BY THIS DOCUMENT
AND THE SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY
THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR AN EXEMPTION THEREFROM AS CONFIRMED
BY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT.
RENEWAL REVOLVING CONVERTIBLE PROMISSORY
NOTE
Up to $5,000,000
April 20, 2026
FOR VALUE RECEIVED,
the undersigned FREECAST, INC., a Florida corporation (“Maker”) hereby promises to pay to the order of NEXTELLIGENCE,
INC. (“Payee”) at such place as Payee may designate from time to time in writing to Maker, in immediately available
funds of official currency of the United States, the aggregate principal amount as may be outstanding hereunder from time to time not
to exceed Five Million Dollars ($5,000,000), together with interest thereon from the date of this Convertible Promissory Note (this “Note”),
as provided herein. By acceptance of this Note, Payee agrees that it will promptly deliver and surrender this Note to Maker upon full
payment thereof.
1. Principal
Balance. This Renewal Revolving Convertible Promissory Note (this “Note”) renews and modifies a current revolving
convertible promissory note between Maker and Payee dated November 21, 2025 in the principal amount of up to $5,000,000 (the “Current
Note”) by changing the payment terms with regards to the Conversion Price of the Current Note only. By renewing the Current Note,
this Note supersedes in its entirety, and is substituted for and in lieu of, the Current Note, and the Current Note shall henceforth be
deemed cancelled in the books and records of Payee and Maker. The aggregate principal amount as may be outstanding hereunder from time
to time reflects the aggregate principal amount as may be outstanding under the Current Note from time to time.
2. Interest
Rate. Interest shall accrue on the aggregate unpaid principal balance outstanding hereunder from time to time at the rate of 12%
per annum from and including the date first set forth above to and excluding the Maturity Date (as defined below). Interest shall accrue
on any principal balance that is not paid on the earlier of the Maturity Date and the date of an Event of Default (as defined below) at
the rate of 18% per annum from and including the Maturity Date or the date of such Event of Default to but excluding the date of payment
or conversion of principal. In no event, however, shall interest be payable at a rate higher than the highest rate permitted by applicable
law. Interest on the principal balance outstanding will be calculated on the basis of the actual number of days elapsed over an assumed
year consisting of 365 days, to the date of receipt by Payee of any interest and/or principal. Interest shall be payable on the unpaid
principal balance of this Note, as the same may exist from time to time, from the date of issuance until paid or converted in full, in
accordance with the terms herein and shall be payable: (a) on the Maturity Date; or (b) on any earlier date of payment or conversion of
principal, in whole or in part and, if in part, as to the portion paid or converted.
FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF $2,450
WITH RESPECT TO THE INDEBTEDNESS EVIDENCED BY THE CURRENT NOTE HAS BEEN PAID. THE CURRENT NOTE AND EVIDENCE OF PAYMENT OF SUCH TAXES ARE
ATTACHED HERETO. NO ADDITIONAL DOCUMENTARY STAMP TAX IS DUE IN CONNECTION WITH THIS NOTE.
3. Payment
Terms. Any outstanding principal balance and accrued and unpaid interest shall be paid to Payee in full no later than June 30,
2027 (the “Maturity Date”).
4. Conversion
Rights.
(a) Payee
shall have the right by written notice to Maker (“Conversion Notice”) to elect to convert, in whole or in part, the principal
amount of this Note and accrued and unpaid interest due thereon (the “Convertible Amount”) into shares (“Shares”)
of Maker’s Class A common stock, par value of $0.0001 per share (“Common Stock”), at the Conversion Price (as defined
below) in lieu of having Maker repay this Note pursuant to Section 3 above. The date a Conversion Notice for all or any portion of this
Note is delivered to Maker by Payee is referred to as the “Conversion Date.” No fractional Shares will be issued in connection
with any conversion of the Convertible Amount, but instead will be rounded up to the nearest whole Share.
(b) The
Convertible Amount is convertible at any time at the option of Payee by notice to Maker into that number of Shares equal to the Convertible
Amount divided by the closing price of a share of Common Stock on the Nasdaq Global Market on the most recent trading day prior to the
Conversion Date (the “Conversion Price”). The Shares or other securities into which this Note is convertible (and any
Shares issued upon conversion or exercise of any such other securities) are referred to as the “Conversion Securities.”
Payee may elect to convert this Note in part under any provision hereof permitting conversion and may elect multiple conversions.
(c) Upon
conversion of any portion of this Note and delivery of the Conversion Securities in accordance with the terms hereof, the portion of the
outstanding principal balance of this Note so converted and any accrued and unpaid interest due thereon as of the Conversion Date that
is likewise converted will be deemed paid in full, and upon conversion of all outstanding principal and accrued and unpaid interest due
under this Note will be deemed cancelled and of no force or effect.
5. Additional
Matters Relating to Conversion. Maker shall at all times when this Note shall be outstanding, reserve and keep available out of
Maker’s authorized but unissued Common Stock the total number of Shares for which this Note and all interest accrued thereon are at any
time convertible.
6. Prepayment.
Notwithstanding anything contained herein to the contrary, this Note is subject to prepayment in whole or in part at any time at the sole
and absolute option of Maker, upon five business days’ prior written notice to Payee. The conversion rights of Payee shall continue to
be exercisable during such five-day period and thereafter until payment is made in full to Payee, and Maker shall duly honor all conversions
as to which a Conversion Notice is given by Payee during such five-day period. If Payee communicates to Maker that it has no desire to
convert any sums under this Note, Maker may prepay this Note in whole or in part immediately, without prior written notice.
7. Events
of Default. Any of the following shall constitute an “Event of Default” under this Note, and shall give rise to the
remedies provided in Section 8 herein.
(a) Maker
defaults in the payment of principal of or interest on this Note when due, including upon any prepayment provided for herein.
(b) Maker
fails to or is unable to (including by reason of Maker having insufficient authorized capital), or notifies Payee, at any time, that it
does not intend to comply with proper requests for conversion of this Note.
2
(c) Maker
fails to instruct its transfer agent to remove any legends from Conversion Securities eligible to be sold under Rule 144 of the Securities
Act and issue such unlegended certificates to Payee (or Payee’s transferee, if such request is made in connection with a transfer of Conversion
Securities), or to cause to be provided to such transfer agent any opinion of counsel and/or certification of Maker required in order
for such transfer agent to comply with such instructions, within three business days of Payee’s request so long as Payee has provided
a customary representation letter to Maker that provides a reasonable basis to conclude, to the extent such conclusion is dependent upon
matters to be confirmed by Payee, that such shares of Common Stock can be sold pursuant to Rule 144.
(d) Maker
defaults in the compliance with any other term contained in this Note (which default is not described in subsections (a) through (c) above)
and such default is not remedied or waived within ten business days after receipt by Maker of notice from Payee of such default.
(e) Maker
shall be subject to a Bankruptcy Event. For purposes hereof, “Bankruptcy Event” means any of the following events: (i)
Maker commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction relating to Maker or any Significant Subsidiary thereof; (ii) there is commenced
against Maker any such case or proceeding that is not dismissed within 60 days after commencement; (iii) Maker is adjudicated insolvent
or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (iv) Maker suffers any appointment
of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after
such appointment; (v) Maker makes a general assignment for the benefit of creditors; (vi) Maker calls a meeting of its creditors with
a view to arranging a composition, adjustment or restructuring of its debts; or (vii) Maker, by any act or failure to act, expressly indicates
its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting
any of the foregoing.
8. Remedies
on Event of Default. If any Event of Default will occur, Payee shall, in addition to any and all other available rights and remedies,
have the right, at Payee’s option, to: (a) declare the entire unpaid outstanding principal balance of this Note, together with all interest
accrued thereon, and all other sums due by Maker hereunder, to be immediately due and payable without presentment, demand, protest, or
notice, all of which are hereby expressly unconditionally and irrevocably waived by Maker, provided that upon the occurrence of an Event
of Default described in Section 7(e), the entire unpaid outstanding principal balance of this Note, together with all interest accrued
thereon, and all other sums due by Maker hereunder, shall be immediately due and payable without any declaration or other act by Payee;
and (b) pursue any and all available remedies for the collection of such principal and interest and all other sums due by Maker hereunder
and to enforce its rights as described herein; and in such case Payee may also recover all costs of suit and other expenses in connection
therewith, including reasonable attorney’s fees for collection and the right to equitable relief to enforce Payee’s rights as set forth
herein without the requirement to post any bond or other financial surety. The remedies provided in this Note may be exercised by Payee
without notice to Maker (to the extent permitted by law and except as notice is herein expressly required), and will be in addition to
and not in substitution for the rights and remedies which would otherwise be vested in Payee for the recovery of damages or otherwise
in the event of a breach of any of the undertakings of Maker hereunder. No failure by Payee to exercise and no delay in exercising any
right, power or privilege under this Note will operate as a waiver thereof, nor will any single or partial exercise of any right, power
or privilege hereunder preclude any other, further or additional exercise thereof.
3
9. Governing
Law; Venue; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the State of Florida
applied to contracts to be performed wholly within the State of Florida, without regard to conflicts of laws principles. Any judicial
proceeding brought against Maker with respect to this Note or any related agreement may be brought in any court located in the State of
Florida, United States of America, and, by execution and delivery of this Note, Maker accepts for itself and in connection with its properties,
generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Note. Maker hereby waives personal service of any and all process upon it and consents that all
such service of process may be made by registered mail (return receipt requested) directed to Maker at its address set forth below and
service so made shall be deemed completed five days after the same shall have been so deposited in the mails of the United States of America.
Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Payee to bring proceedings
against Maker in the courts of any other jurisdiction. Maker waives any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Any judicial proceeding by
Maker against Payee involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this
Note or any related agreement, shall be brought only in a federal or state court located in the State of Florida.
MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR NOTE EXECUTED
OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR
THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
10. Amendment.
Neither any provision of this Note nor any performance hereunder may be amended or waived orally, but only by an agreement in writing
and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
11. Binding
Effect. The rights and obligations of Maker under this Note will be binding upon its successors, assigns, heirs, administrators
and transferees.
12. Successors
and Assigns. This Note may be assigned, transferred or negotiated by Payee to any person at any time (a “Transfer”)
only upon its surrender to Maker for registration of Transfer, duly endorsed, or accompanied by a duly executed written instrument of
Transfer in form satisfactory to Maker. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a
new note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal
shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of Maker’s obligation to pay
such interest and principal. Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent
of Payee. This Note shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns.
4
EXECUTED as of the
date first set forth above.
FREECAST, INC.
BY:
/s/ Jonathan Morris
Jonathan Morris, CFO
5
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Two-character EDGAR code representing the state or country of incorporation.
+ References
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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- Definition
Local phone number for entity.
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No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
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- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
+ Details
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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